Docdeer Foundation v. SE

Background

The plaintiffs brought a putative securities class action against BioNTech SE, Uğur Şahin, and Jens Holstein. They asserted claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 against all defendants, and control-person claims under Section 20(a) against Şahin and Holstein. The plaintiffs alleged that defendants made 28 misleading statements concerning demand for Comirnaty, the parties’ vaccine contracts with the European Commission, and risks of inventory write-offs. The alleged class period ran from March 30, 2022, through October 13, 2023.

The defendants moved to dismiss the First Amended Complaint under Federal Rules of Civil Procedure 9(b) and 12(b)(6). Rule 9(b) requires fraud to be pleaded with particularity, while Rule 12(b)(6) permits dismissal when a complaint does not plausibly state a claim for relief.

Court’s Analysis

The court held that the plaintiffs did not adequately allege an actionable misstatement or omission. Regarding vaccine contracts and demand, the court found that defendants accurately reported historical numbers of ordered or invoiced doses. The court said that signed contractual orders were not the same as actual consumer demand, and that later delivery refusals, renegotiations, or volume reductions did not make earlier statements false when made. The court also found that statements about ongoing negotiations did not require broader disclosure of uncertain outcomes.

The court further held that several statements about expected orders and future demand were forward-looking statements protected by the Private Securities Litigation Reform Act’s safe harbor. In the court’s view, those statements were accompanied by meaningful warnings about changing vaccine demand, regulatory developments, vaccine variants, and other business risks. The court characterized statements about BioNTech’s vaccine leadership and milestones as non-actionable corporate optimism.

As to inventory write-offs, the court found that BioNTech had disclosed that write-offs had occurred, could result from new vaccine formulations and shelf-life expiration, and might increase because of uncertain demand and difficulties matching supply to demand. The court concluded that the plaintiffs had not plausibly shown that these disclosures misled a reasonable investor.

The court also held, independently, that the plaintiffs had not pleaded a strong inference of scienter, meaning an intent to deceive, manipulate, or defraud. The court rejected reliance on defendants’ alleged knowledge, the importance of Comirnaty to BioNTech, the timing and size of the later write-off, and planned formulation changes. The court concluded that a nonfraudulent explanation was at least as compelling as the plaintiffs’ proposed inference of fraud.

Because the Section 10(b) and Rule 10b-5 claims failed, the Section 20(a) control-person claims also failed as a matter of law.

Disposition

Judge Katherine Polk Failla granted defendants’ motion to dismiss in full. The court directed the Clerk of Court to terminate all pending motions, adjourn all remaining dates, close the case, and modify the caption to match the opinion’s first page. The opinion does not state that the dismissal was with or without prejudice.